EXHIBIT 10.1B EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective this 14th day of July 2004, by and between Jonathan Swain (hereinafter referred to as "Employee") and Peninsula Gaming, LLC, a Delaware...Employment Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Iowa
Exhibit 4.3B SUPPLEMENTAL INDENTURE This Supplemental Indenture, dated as of March 25, 2004 (this "Supplemental Indenture"), is made by and among The Old Evangeline Downs, L.L.C., a Louisiana limited liability company (the "Company"), The Old...Supplemental Indenture • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
OPERATING AGREEMENT OF PENINSULA GAMING, LLCOperating Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Delaware
GUARANTYGuaranty • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
RECITALSIntercreditor Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
EXHIBIT 10.1A EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective this 29th day of July 2004 by and between Natalie Schramm (hereinafter referred to as "Employee") and Peninsula Gaming, LLC, a Delaware...Employment Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Iowa
Exhibit 4.4B SUPPLEMENTAL INDENTURE TO BE DELIVERED BY PENINSULA GAMING, LLC Supplemental Indenture (this "Supplemental Indenture"), dated as of June 16, 2004, among Peninsula Gaming, LLC, a Delaware limited liability company (the "Parent Issuer"),...Supplemental Indenture • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.5A DIAMOND JO, LLC THE OLD EVANGELINE DOWNS CAPITAL CORP. $233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.7 TRADEMARK SECURITY AGREEMENT THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company ("DEBTOR"), owns the Trademarks, Trademark registrations, and Trademark applications listed on Schedule 1 annexed hereto; and ----------...Trademark Security Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation
EXHIBIT 10.20 GUARANTOR SECURITY AGREEMENT This GUARANTOR SECURITY AGREEMENT (this "Agreement") is as of June 16, 2004, by each of the parties listed on the signature page hereof, and those additional entities that hereafter become parties hereto by...Guarantor Security Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
8 3/4% [SERIES A] [SERIES B](1) SENIOR SECURED NOTE DUE 2012Senior Secured Note • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation
June 16, 2004 Wells Fargo Foothill, Inc., as Agent 2450 Colorado Avenue Suite 3000 West Santa Monica, California 90404 Ladies and Gentlemen: Reference is hereby made to that certain Loan and Security Agreement, dated as of June 16, 2004 (as amended,...Loan and Security Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation
EXHIBIT 10.21 INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement") dated as of June 16, 2004, is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company...Intercompany Subordination Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.9B ACKNOWLEDGMENT The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the "INTERCREDITOR AGREEMENT"; undefined capitalized terms used in this...Intercreditor Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation
The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the "INTERCREDITOR AGREEMENT"; undefined capitalized terms used in this Acknowledgment have the meanings assigned to them in the Intercreditor Agreement), by and among U.S. Bank National Association, as Trustee and Secured Party, and Wells Fargo Foothill, Inc., as Credit Facility Lender (as defined below), and consents thereto, and agrees to recognize all rights granted thereby to the Parties, and will not do any act or perform any obligation that is not in accordance with the agreements set forth in such Intercreditor Agreement; and (b) it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement.
Exhibit 4.6B SUPPLEMENT TO SECURITY AGREEMENT This SUPPLEMENT TO SECURITY AGREEMENT, dated June 16, 2004 is delivered by the undersigned in favor of U.S. Bank National Association, as Trustee (together with any successor Trustee pursuant to the terms...Supplement to Security Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation
This SUPPLEMENT TO SECURITY AGREEMENT, dated June 16, 2004 is delivered by the undersigned in favor of U.S. Bank National Association, as Trustee (together with any successor Trustee pursuant to the terms of the Indenture, the "SECURED PARTY"), acting in the capacity of collateral agent for the benefit of itself and the Holders, pursuant to the Pledge and Security Agreement, dated as of April 16, 2004 (as it may be from time to time amended, restated, modified or supplemented, the "SECURITY AGREEMENT"), among Diamond Jo, LLC, a Delaware limited liability company ("DJL"), The Old Evangeline Downs Capital Corp., a Delaware corporation ("CAPITAL" and, together with DJL, the "ISSUERS"), OED Acquisition, LLC, a Delaware limited liability company ("OEDA"), Peninsula Gaming Corporation, a Delaware corporation ("PG CORP."), The Old Evangeline Downs, L.L.C., a Louisiana limited liability company ("OED"), and each additional Guarantor (as defined in the Indenture referred to therein) and Issuer
EXHIBIT 10.22 MANAGEMENT FEES SUBORDINATION AGREEMENT THIS MANAGEMENT FEES SUBORDINATION AGREEMENT (this "Agreement") dated as, June 16, 2004, is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability...Management Fees Subordination Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DIAMOND JO, LLCDevelopment Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • Iowa
This Development Agreement (the Agreement) is made as of this 5th day of February, 2007 by and between the City of Dubuque, a municipal corporation of the State of Iowa (City), and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (DJDJ).
Exhibit 4.5B DIAMOND JO, LLC THE OLD EVANGELINE DOWNS CAPITAL CORP. $233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012 JOINDER TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
AIA Document B141-1997Standard Form of Agreement Between Owner and Architect • May 28th, 2003 • Old Evangeline Downs Capital Corp • Louisiana
INTERCREDITOR AGREEMENT between WELLS FARGO FOOTHILL, INC. and Dated as of June 24, 2003Intercreditor Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS INTERCREDITOR AGREEMENT dated as of June 24, 2003 (this “Agreement”) is made by and among U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture (as defined below) and Secured Party under the Collateral Agreements (as defined in the Indenture) (the “Trustee”) and WELLS FARGO FOOTHILL, INC., a California (the “Credit Facility Lender”), as lender under the Credit Agreement (as defined in the Indenture).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp
This Amendment to Purchase Agreement (the “Amendment”) executed the dates hereinbelow written, but effective the 1st day of January, 2002 by and among BIM3 INVESTMENTS, a Louisiana partnership (“Seller”), THE OLD EVANGELINE DOWNS, L.C., a Louisiana limited liability company (the “Company”) and OED ACQUISITION, LLC, a Delaware limited liability company, as successor in interest to PENINSULA GAMING PARTNERS, L.L.C., (the “Buyer”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation
This First Amendment to the Employment Agreement (this “First Amendment”), dated as of December 18, 2006, is entered into by and among Peninsula Gaming, LLC, a Delaware limited liability company (“Employer”), Peninsula Gaming Partners, LLP (“PGP”), a Delaware limited liability company, and Natalie Schramm (“Employee”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), entered into as of the 24th day of June, 2003, by and among each of the entities, listed on the signature pages hereof as pledgors (each a “Pledgor” and collectively, the “Pledgors”), together with any additional entity that hereafter becomes a pledgor hereto by executing the form of Supplement attached hereto as Annex 2, and WELLS FARGO FOOTHILL, INC., a California corporation, as lender (the “Lender”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • October 23rd, 2009 • Peninsula Gaming Corp. • Services-racing, including track operation • New York
FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”),is entered into as of October 22, 2009 by and among Columbia Properties New Orleans, L.L.C., a Louisiana limited liability company (“Seller”), AB Casino Acquisition LLC, a Delaware limited liability company (“Buyer”), and, Peninsula Gaming Partners, LLC (“PGP”).
LOAN AND SECURITY AGREEMENT by and among THE OLD EVANGELINE DOWNS, L.L.C. (“OED”) and THE OLD EVANGELINE DOWNS CAPITAL CORP. (“OED CAPITAL”) as Borrowers, and WELLS FARGO FOOTHILL, INC. as Lender Dated as of June 24, 2003Loan and Security Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 24, 2003 by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Lender”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”), THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (“OED Capital”), and each of Parent’s other wholly-owned Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and OED Capital, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as the “Borrowers”).
Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and American Trust and Savings Bank (“American Trust”)Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Iowa
The Customer maintains a demand deposit account at American Trust with the following number: #2010957 (the “Account”) into which Account checks and other items of payment (“Items”) are deposited.
Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and Bank One, NA (“Bank One”)Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
The Customer maintains demand deposit accounts at Bank One with the following numbers: #7101361681; #7107060002; #1584973422; #7107267731; #7101267723; #7101267693; #7101267707; #1589600871; and #7001008110 (collectively, the “Account”) into which Account checks and other items of payment (“Items”) are deposited.
THE OLD EVANGELINE DOWNS, L.L.C. FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE OLD EVANGELINE DOWNS, L.L.C. (this “Amendment”), dated as of May 21, 2003, is made by and among The Old Evangeline Downs, L.L.C. (the “Company”), a Louisiana limited liability company, and OED Acquisition, LLC, as the sole member of the Company (the “Sole Member”).
Exhibit 1.2 DIAMOND JO, LLC THE OLD EVANGELINE DOWNS CAPITAL CORP. $233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012 JOINDER TO THE PURCHASE AGREEMENTPurchase Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
SECOND AMENDMENT TO PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENTPort of Dubuque Public Parking Facility Development Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation
This Second Amendment to Port of Dubuque Public Parking Facility Development Agreement (the “Second Amendment”) is made as of this 6th day of August, 2007 by and between the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (the “City”) and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (“DJ”).
AMENDED AND RESTATED OPERATING AGREEMENT OF THE OLD EVANGELINE DOWNS, L.L.C.Operating Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp • Louisiana
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of The Old Evangeline Downs, L.L.C. ( the “Company”) is made and entered into to be effective for all purposes as of January 30, 2003 by and between the Company and OED Acquisition, LLC, as the sole member of the Company (the “Sole Member”).
FIRST AMENDMENT TO PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DIAMOND JO, LLCDevelopment Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation
Whereas, a Development Agreement (the Agreement), dated February 5, 2007, was entered into by and between the City of Dubuque, a municipal corporation of the State of Iowa (City), and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (DJ); and
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation
This Third Amendment to the Employment Agreement (this “Third Amendment”), dated as of December 18, 2006, is entered into by and among Peninsula Gaming, LLC, a Delaware limited liability company (“Employer”), Peninsula Gaming Partners, LLP (“PGP”), a Delaware limited liability company, and Jonathan Swain (“Employee”).
COLLATERAL ACCESS AGREEMENTCollateral Access Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
WHEREAS, BEAU SE JOUR COMPANY, L.L.C., a Limited Liability Company (hereinafter “Landlord”) is the Landlord and THE OLD EVANGELINE DOWNS, L.C., a Louisiana limited liability company, is the tenant (hereinafter the “Tenant”) pursuant to a lease dated September 19, 1995 (together with any modifications, supplements, renewals and amendments, hereinafter the “Lease”) covering a portion or all of the real property located at 2220 West Old Spanish Trail, New Iberia, Louisiana 70560 (hereinafter the “Property”); and
PURCHASE AGREEMENTPurchase Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • New York
Each of Peninsula Gaming, LLC, a Delaware limited liability company ("PGL"), Diamond Jo, LLC, a Delaware limited liability company ("DJL"), and Peninsula Gaming Corp., a Delaware corporation ("PGC" and, collectively with PGL and DJL, the "Issuers"), and each of the entities listed on the signature pages hereto under the heading "Subsidiary Guarantors" (the "Subsidiary Guarantors") hereby agrees with you as follows:
